-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dk7kN9XkwcPAhx0ta8j5UH94YnjjULfMzSVUXjL02BCoaNtWrXR9bMpPrfUbZxBt pnTstHPxvzXn2r3RT6UmrA== 0001139020-03-000339.txt : 20031201 0001139020-03-000339.hdr.sgml : 20031201 20031201124952 ACCESSION NUMBER: 0001139020-03-000339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031201 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL LIFE SCIENCES INC CENTRAL INDEX KEY: 0001144499 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 330967353 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33333 FILM NUMBER: 031029404 BUSINESS ADDRESS: STREET 1: 2020 MAIN STREET, SUITE 600 STREET 2: 2020 MAIN STREET, SUITE 600 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9493868982 FORMER COMPANY: FORMER CONFORMED NAME: TOO GOURMET INC DATE OF NAME CHANGE: 20010710 8-K 1 gbls_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2003 Global Life Sciences, Inc. ------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada ------------------- (State or other jurisdiction of incorporation) 000-33333 37-9374101 ------------------ --------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 2020 Main Street, Suite 600, Irvine, California 92614 ------------------------------------------------- ------- (Address of Principal Executive Offices) (Zip Code) 949-223-7103 ------------------------ (Registrant's Telephone Number, including area code) Too Gourmet, Inc. ---------------------------- (Former Name or Former Address, if Changed Since Last Report) - 1 - Item 2. Acquisition or Disposition of Assets. On November 18, 2003, Global Life Sciences, Inc., a Nevada corporation (the "Registrant"), received a non- binding Letter of Intent to acquire 90% of the outstanding stock of Technica Entwicklungsgesesllschaft mbH & Co. KG ("Technica") from Technica's management. Technica is located in Ratzeburg, Germany. The transaction is subject to due diligence review, negotiations and drafting of the definitive purchase agreement, which includes representations and warranties standard for a transaction of this nature and magnitude. Terms of the proposed transaction have not been disclosed. Technica is a designer, manufacturer and distributor of proprietary devices, equipment and apparatus produced and developed for a variety of medical, commercial and industrial customers, including a leading soft drink producer and an international water producer. A copy of Registrant's press release is attached as Exhibit 99.1 on this reporting Form 8-K. Item 7. Financial Statements and Exhibits a. Financial Statements None. b. Pro forma Financial Information None. c. Exhibits. 99.1 Global Life Sciences, Inc. December 1, 2003 Press Release concerning Letter of Intent. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL LIFE SCIENCES, INC. December 1, 2003 By: /s/ Harrysen Mittler ---------------------- Harrysen Mittler Chief Financial Officer - 3 - Exhibit Index. 99.1 Global Life Sciences, Inc. December 1, 2003 Press Release concerning Letter of Intent. - 4 - EX-99 3 gbls_ex99.txt PRESS RELEASE GLOBAL LIFE SCIENCES, INC. RECEIVES LETTER OF INTENT FROM MEDICAL DEVICE MANUFACTURER Irvine, California December 1, 2003: Global Life Sciences, Inc., - -OTC:GBLS is pleased to announce that it recently received a non- binding Letter of Intent to acquire 90% of the outstanding stock of Technica Entwicklungsgesesllschaft mbH & Co. KG ("Technica") from its management. Technica is located in Ratzeburg, Germany. The transaction is subject to due diligence review, negotiations and drafting of the definitive purchase agreement, which includes representations and warranties standard for a transaction of this nature and magnitude. Terms of the proposed transaction have not been disclosed. Technica is a designer, manufacturer and distributor of proprietary devices, equipment and apparatus produced and developed for a variety of medical, commercial and industrial customers including a leading soft drink producer and an international mineral water producer. According to Prof. Reimann, Chairman of Global Life Sciences, Inc., during calendar year 2003 Technica anticipates revenues of approximately $7.5 million and pre-tax earnings of approximately $2.0 million. During calendar year 2004, Technica anticipates revenues of approximately $10.0 million and pre-tax earnings of approximately $2.5 million. "Technica's growth for 2004-2005 is based on its existing product pipeline which includes commercially marketable technologies and devices that could be manufactured and commercially released during the first quarter of 2004", said Prof. Reimann, Chairman. "In addition, Technica will be the exclusive manufacturer of Global Life Sciences, Inc.'s new Tabox devices, which we currently operate and distribute in Germany. We anticipate that Technica will significantly strengthen our production and distribution capacities for our medical devices in the European Union. In addition, Technica's fiscal performance could significantly impact our revenues and earnings as early as the first quarter of 2004". The acquisition is currently anticipated to be completed at or about the end of 2003. About Global Life Sciences, Inc.: Global Life Sciences, Inc., owns and operates a medical laboratory specializing in the research, analysis, and in vitro diagnosis of live biopsy tissue samples for allergic, immunological, and environmentally related disorders. In order to improve the quality of test results, Prof. Reimann, the company's Chairman, Chief Executive Officer, and President, developed and patented a unique device known as a "Tabox", which enables the precise analysis of the effects of allergens and toxins on the human body in an in vitro environment. Currently, the company operates a total of 28 inter-clinic Tabox systems as proprietary devices, which are available to practitioners, clinics and other medical customers on a fee-for- service basis. The company anticipates the production and use of up to 100 Tabox systems by its medical customers by the end of the third quarter 2004. In addition, new labs, research facilities and integrated out-patient clinics are currently projected to be established in Zurich (Switzerland) and Berlin (Germany) during 2004 and 2005. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release contains statements that are forward-looking, such as statements related to the future anticipated direction of the industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of Too Gourmet, Inc. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, and domestic and global economic conditions. Investor Contact: Global Life Sciences, Inc. Attention: c/o R. Katz Phone: 949-223-7103 Business Contact: Global Life Sciences, Inc. Attention: Prof. Dr. Reimann Fax: +49-40-360-338-7380 -----END PRIVACY-ENHANCED MESSAGE-----